AA plc and De Beers

Anglo American PLC
15 February 2001



RELEASE TIME: 06:45




(* ) 15 February 2001

                              ANGLO AMERICAN PLC
                ELIMINATION OF THE CROSS-HOLDING WITH DE BEERS
                                      AND
         INCREASE IN ANGLO AMERICAN'S AMERICAN'S INTEREST IN DE BEERS


Introduction

Anglo American plc ('Anglo American') is pleased to announce that, in
conjunction with Central Holdings Limited ('CHL'') and Debswana Diamond
Company (Proprietary) LtdLimited. (''Debswana''), DB Investments (''DBI''), a
new company to be owned by Anglo American, CHL and Debswana, has reached
agreement with the boards of De Beers on the terms of a recommended
transaction to be proposed to the holders of De Beers Linked Units which will
result in:


  * the elimination of the cross-holding between De Beers and Anglo
    American; and

  * the increase of Anglo American's interest in De Beers from 32.2 per
    cent. to 45.0 per cent.

Strategy

At the time of its listing in London in May 1999, Anglo American set out
shareholder value enhancement as its key objective. In pursuit of this
objective, the Bboard has, to date, focused its efforts on enhancing Anglo
American's American's core portfolio of assets and investments businesses and
holdings and has successfully completed a number of major steps in this
process, including:


  * significant expansionary growth in a number of divisions;

  * major acquisitions in the Industrial Minerals, Coal and Forest Products
    divisions;

  * the accelerated disposal of non-core industrial interests, leading to
    the sale of US$840 million of assets in 2000; and

  * the exchange of the major portion of its non-core holding in
    FirstRandRand in return for certain listed mining assets valued at around
    US$7300 million.

Other important aspects of Anglo American's American's strategy have remained
the drive for improved capital efficiency, transparency and the need to
address the cross-holding between Anglo American and De Beers.



Benefits of the Transaction

The Transaction is a further significant step in enhancing shareholder value.
The Board believes that the specific benefits to Anglo American of the
Transaction are that it will:


  * simplify Anglo American's structure and increase transparency through
    the removal of the cross-holding;

  * result in a net cash inflow of US$(943) 1,072 million immediately and
    US$(701) million on redemption of the preference shares in DBI;

  * increase Anglo American's interest in De Beers; and

  * increase the free float of Anglo American Shares to approximately 90 per
    cent.

The Transaction is expected to be broadly earnings neutral and cash flow
positive per Anglo American Share.*

* This statement should not be interpreted to mean that the earnings or cash
flow per Anglo American Share for the current or future financial years will
necessarily match or exceed the historical published earnings per Anglo
American Share.

Terms of the Transaction

Following completion of the Transaction, De Beers will be wholly owned by DBI,
a new company to be owned by Anglo American (45 per cent.), CHL (45 per cent.)
and Debswana (10 per cent.). CHL is a holding company for the Oppenheimer
family interests and Debswana is a company jointly owned by the Government of
the Republic of Botswana and De Beers. DBI will be managed by CHL under the
terms of the Management Contract, a summary of which is set out at in Appendix
I.


Under the terms of the Transaction, De Beers Public Linked Unitholders will
receive US$(14.40) in cash (or the equivalent in sterling or South African
Rand, as appropriateholders on the South African section of the De Beers
register will be paid in South African RandRandrand, while those on the United
Kingdom section of the register will be paid in sterling unless they elect for
payment in US$) and (0.43) of an Anglo American Share for each De Beers Linked
Unit held. In addition, the Boards of De Beers have confirmed that they intend
to recommend and declare combined final dividends totalling US$1.00 per De
Beers Linked Unit for the year ended 31 December 2000, which will accrue to
those holders on the register on 23 March 2001. De Beers has confirmed that it
will intends to declare a final dividend in respect of the year ended 31
December 2000, equivalent to US$1.00 per De Beers Linked Unit. In aggregate,
this values each De Beers Linked Unit at US$(* ) $43.17 and the combined share
capital of De Beers at US$(* ) $17.6 billionmillion, based on the closing
price of an Anglo American Share of US$(* ) $64.58 on (* )14 February 2001,
the last business day prior to this announcement.

Cancellation of shares and bonus issue

Upon completion of the Transaction, (40.8) million Anglo American Shares,
((approximately 10.20) per cent. of Anglo American's American's issued share
capital), representing from Anglo American's American's pro rata entitlement
to the Anglo American Shares to be distributed by De Beers, will be cancelled.
Anglo American will then make a bonus issue of Anglo American Shares such that
Anglo American Shareholders (including former De Beers Linked Unitholders)
will receive, in total, three new Anglo American Shares for each existing
Anglo American Share then held.



Conditions

Approval for the Transaction has been granted by the South African Reserve
Bank. However, this announcement does not constitute an offer or a statement
of a firm intention to make an offer for De Beers as submission of the
proposals to De Beers Linked Unitholders is subject to fulfilment of certain
pre-conditions, including: underwriting of DBI's senior credit facilities
becoming unconditional and; agreement between DBI and De Beers on the detailed
mechanics of implementing the Transaction and related documentation; and
confirmation by the South African Revenue Service of the tax treatment of a
number of steps under the Transaction. In addition to approval by De Beers
Public Linked Unitholders, the Transaction will be subject to satisfaction of
other conditions including approval by Anglo American Public Shareholders, the
sanction of the High Court of South Africa, and competition and other
regulatory approvals and tax clearances. The proposed cancellation and bonus
issue of Anglo American Shares is subject to obtaining relevant approvals.

Current trading and dividend forecast

Anglo American will announce its preliminary results for the year ended 31
December 2000 on 14 March 2001. The anticipated outcome for the year ended 31
December 2000 remains in line with management's expectations. The Board will
recommend a final dividend in respect of the year ended 31 December 2000 of
not less than US$(1.20) per Anglo American Share prior to the bonus issue. De
Beers Linked Unitholders will be entitled to this dividend in respect of the
Anglo American Shares they receive pursuant to the Transaction.


Tony Trahar, Chief Executive of Anglo American, said:

'This transaction will achieve a number of our strategic objectives. It will
eliminate the cross-holding between Anglo American and De Beers, release
around US$1 billion in cash, improve transparency in our business and increase
our interest in the diamond sector, one of our core holdings.

''Today's announcement is a significant addition to a number of important
developments achieved since Anglo American's listing in London, all aimed at
furthering the development of Anglo American as a truly world class company
and enhancing value for our shareholders.'

This summary should be read in conjunction with the attached announcement.


Enquiries:
ANGLO AMERICAN

London                                        Telephone [phone]

Nick von Schirnding, Investor Relations       Telephone [phone]

Edward Bickham, Media
Johannesburg                                  Telephone [phone]

Mike Spicer, Media                            Telephone [phone]

Anne Dunn, Investor Relations
MERRILL LYNCH INTERNATIONAL                   Telephone: [phone]

London

Mark Preston, Managing Director

Kevin Smith, Managing Director
Johannesburg                                  Telephone: [phone]

Nick Pagden, Managing Director

Caroline Learmonth, Director
CAZENOVE & CO.                                Telephone: [phone]

London

Nick Wiles

Piers Coombs
Johannesburg                                  Telephone: [phone]

Graham Bird

Robyn Kruger


Merrill Lynch International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Anglo
American in connection with the Transaction and for no-one else and will not
be responsible to anyone other than Anglo American for providing the
protections afforded to customers of Merrill Lynch International or for giving
advice in relation to the Transaction.

Cazenove & Co., which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Anglo American in
connection with the Transaction and for no-one else and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to customers of Cazenove & Co. or for giving advice in relation to
the Transaction.


                                                         (* ) 15 February 2001


                              ANGLO AMERICAN PLC
                ELIMINATION OF THE CROSS-HOLDING WITH DE BEERS
                                      AND
         INCREASE IN ANGLO AMERICAN'S AMERICAN'S INTEREST IN DE BEERS


1     Introduction

Anglo American plc ('Anglo American') is pleased to announce that, in
conjunction with Central Holdings Limited ('CHL''), and Debswana Diamond
Company (Proprietary) LtdLimited. (''Debswana''), DB Investments (''DBI''), a
new company to be owned by Anglo American, CHL and Debswana, has reached
agreement with the boards of De Beers on the terms of a recommended
transaction to be proposed to the holders of De Beers Linked Units which will
result in:


  * the elimination of the cross-holding between De Beers and Anglo
    American; and

  * the increase of Anglo American's interest in De Beers from 32.2 per
    cent. to 45.0 per cent.

Following completion of the Transaction, De Beers will be wholly owned by DBI,
a new company to be owned by Anglo American (45 per cent.), CHL (45 per cent.)
and Debswana (10 per cent.). CHL is a holding company for the Oppenheimer
family interests and Debswana is a company jointly owned by the Government of
the Republic of Botswana and De Beers. DBI will be managed by CHL under the
terms of the Management Contract, a summary of which is set out at in Appendix
I.

Under the terms of the Transaction, De Beers Public Linked Unitholders will
receive US$(14.40) in cash (holders on the South African section of the De
Beers register will be paid in South African RandRandrand, while those on the
United Kingdom section of the register will be paid in sterling unless they
elect for payment in US$or the equivalent in sterling or South African Rand,
as appropriate) and 0.43 of an Anglo American Share for each De Beers Linked
Unit held. In addition, In addition, the Boards of De Beers have confirmed
that they intend to recommend and declare combined final dividends totalling
US$1.00 per De Beers Linked Unit for the year ended 31 December 2000, which
will accrue to those holders on the register on 23 March 2001.De Beers has
confirmed that it will intends to declare a final dividend in respect of the
year ended 31 December 2000, equivalent to US$1.00 per De Beers Linked Unit.
In aggregate, this values each De Beers Linked Unit at US$(* ) $43.17 and the
combined share capital of De Beers at US$(* )17.6 bmillion, based on the
closing price of an Anglo American Share of US$(* ) $64.58 on 14(* ) February
2001, the last business day prior to this announcement.


2.     Anglo American's Independent Committee

In view of the existing cross-holding between Anglo American and De Beers, the
interests of certain directors of Anglo American in CHL and De Beers and
various common directorships between these three companies, Anglo American
appointed the Independent Committee to oversee the formation of DBI, conduct
discussions with De Beers, review the terms of the Transaction, and make a
recommendation on the Transaction to the Board of Anglo American. The
Independent Committee, which is advised by Merrill Lynch International, will
include its recommendation to proceed with the Transaction in the circular to
be sent to Anglo American Shareholders in due course.



3.     Background to and reasons for the Transaction

In recent years, Anglo American has sought to maximise shareholder value by
simplifying its corporate structure, focusing on its core mining and natural
resources businesses and holdings, and on improving financial returns and
transparency. The combination of the assets of Anglo American Corporation of
South Africa Limited and Minorco to form Anglo American and Anglo American's
listing on the London Stock Exchange in May 1999 were fundamental steps in
this process. Since listing in London, the Board has focused its efforts on
enhancing Anglo American's American's portfolio of assets and investments and
has successfully completed a number of major steps in this process. Particular
highlights of this strategy have been:


  * Financial Services - in December 2000, Anglo American announced an
    agreement to reduce its holding in FirstRandRand from 20.6 per cent. to
    5.3 per cent. in exchange for holdings in Billiton Plc and Gold Fields
    Limited, valued at around US$700 730 million;

  * Industries - during 2000, Anglo American sold or reduced its holdings in
    a number of industrial interests resulting in over US$840 million being
    realised;

  * Industrial Minerals - in March 2000, Anglo American acquired Tarmac for
    US$1.12 billion (net of the proceeds received from the subsequent disposal
    of Tarmac USA);

  * Coal - in May 2000, Anglo American acquired Shell Coal and subsequently
    certain minority interests in joint ventures for US$930 m1.0 billion;

  * Platinum - in May 2000, Anglo Platinum announced that it intended to
    increase annual production to 3.5 million ounces by 2006 to meet growing
    demand and will invest an additional US$2.1 billion to achieve this; and

  * Forest Products - in August 2000, Anglo American bought out the
    minorities in Neusiedler, increased its ownership in Frantschach to 70 per
    cent. and acquired Assi Sacks for US$(730) million in total.

Other important aspects of Anglo American's American's strategy have remained
the drive for improved capital efficiency, transparency and the need to
address the cross-holding between Anglo American and De Beers.

The Transaction is a further significant step in enhancing shareholder value.
The Board believes that the specific benefits to Anglo American of the
Transaction are that it will:


  * simplify Anglo American's structure and increase transparency through
    the removal of the cross-holding;

  * result in a net cash inflow of US$(943) 1,072 million immediately,
    including dividends received, and US$(701) million on redemption of the
    preference shares in DBI;

  * increase Anglo American's interest in De Beers; and

  * increase the free float of Anglo American Shares to approximately 90 per
    cent.

The Transaction is expected to be broadly earnings neutral and cash flow
positive per Anglo American Share.*

* This statement should not be interpreted to mean that the earnings or cash
flow per Anglo American Share for the current or future financial years will
necessarily match or exceed the historical published earnings per Anglo
American Share.

De Beers is the world's world's leading diamond producer by value and benefits
from a portfolio of long life, low cost mines. The diamond Itsector is one of
Anglo American's American's core holdings and the Transaction will result in
Anglo American increasing its holding in De Beers at a key stage of De Beers'
Beers' development.


Furthermore, the Board believes that the new ownership structure being
proposed for De Beers has significant attractions to Anglo American. Through
CHL, the Oppenheimer family will continue to bring its extensive knowledge,
experience and relationships in the diamond industry to the management of De
Beers. Similarly, Debswana is a valued strategic partner of De Beers and its
increased interest in De Beers will strengthen this relationship for the
future.


 4. De Beers

    De Beers' principal activity is the mining and marketing of rough
    diamonds. It also holds a (35.4) per cent. interest in Anglo American.

    As at (* ) 14 February 2001, De Beers had a market capitalisation of US$(*
    )16.5 bmillion, on a fully diluted basis and using based upon a closing
    ruling price of a De Beers Linked Unit on (* ) of US$(* ). $40.56. Today,
    De Beers announced provisional estimates estimated results for the year
    ended 31 December 2000. These indicate that De Beers generated own
    earnings, after tax and extraordinary items (and after a one-off stock
    reduction of US$(* ) $1,289 million), and headline earnings of US$(* )
    1,707 million for that year. As at 31 December 2000, De Beers' Beers'
    total assets and shareholders' total assets and shareholders' funds
    amounted to approximately US$(* ) million and US$(* ) million
    respectively.

    Diamond Business

    De Beers currently mines over (30) million carats of diamonds per annum
    from operations in South Africa, Botswana, Namibia and Tanzania, either
    directly or in partnership with the relevant government. This represents
    approximately 45 per cent. of the total value of the world's current
    production of natural diamonds.

    Furthermore, through the Diamond Trading Company ('DTC'), De Beers buys
    diamonds from Russia and Canada, which, along with its own production, are
    sold to DTC sightholders. De Beers' other diamond activities include the
    production and sale of natural and synthetic industrial diamonds and
    research and development related to the diamond industry.

    In the year ended 31 December 2000, the DTC generated sales of
    approximately US$(* ) $5,670 million and De Beers' 'net diamond account',
    which includes De Beers' earnings from diamond mining and marketing
    activities, generated earnings (before tax) of approximately US$(* )
    $1,322 million.

    On (16) January 2001, De Beers announced a joint initiative with LVMH Moet
    Hennessy Louis Vuitton, the world's leading luxury products group, to
    establish an independently managed and operated company to develop the
    global consumer brandrand potential of the De Beers name.

    As at 31 December 2000, De Beers had net cash of US$(* ) million and
    listed investments of US$(* ) million. The market value of De Beers'
    listed investments, as at the close of business on (* ) 14 February 2001,
    the last business day prior to this announcement, was approximately US$(*
    ) $300 million. The most significant holdings in of listed investments are
    in AngloGold, Billiton and Gold Fields.

    Interest in Anglo American

    De Beers currently holds (144.3) million Anglo American Shares
    representing approximately (35.4) per cent. of the issued share capital of
    Anglo American. Based upon the closing price of an Anglo American Share of
    US$(* ) $64.58 on (* )14 February 2001, De Beers' stake in Anglo American
    has a market valuation of US$(* ) $9.3 bmillion.


 5. CHL

    CHL is the Oppenheimer family holding company which currently owns (2.6)
    per cent. of the De Beers Linked Units and (7.2) per cent. of Anglo
    American Shares.


    As part of the Transaction, CHL will contribute (10.43.9) 10.4 million of
    its existing holding in Anglo American Shares (net of the 3.4 million
    shares received as after receipt of , in addition to 3.4 million shares
    received as its pro rata entitlement to the Anglo American Shares to be
    distributed by De Beers) and (* ) (US$ 37.5) million of cash. As a result,
    CHL will reduce its holding in Anglo American to approximately (* ) (5.1)
    per cent.


 6. Debswana

    The Government of the Republic of Botswana and De Beers have had a long
    association through their joint ownership of Debswana and Debswana's 5.0
    per cent. interest in De Beers. Debswana operates three diamond mines
    (Jwaneng, Orapa and Letlhakane) under 25 year term mining leases granted
    by the Government of the Republic of Botswana which are due to expire in
    2004, 2017 and (2017) respectively. In 1999, these mines accounted for
    approximately (63 66) per cent. of the combined production of De Beers,
    Debswana and Namdeb by carats and, similarly, approximately 35 30 per
    cent. of the estimated total world production of natural diamonds by
    value.


 7. Future relationship between Anglo American, CHL and Debswana

    Following completion of the Transaction, the relationship between Anglo
    American, CHL and Debswana, in respect of the ownership and management of
    DBI, will be governed by the terms of a Shareholders' Agreement and a
    Management Contract between DBI, De Beers and CHL. Summaries of the
    principal terms of these agreements are set out at in Appendix I.


 8. Details of the Transaction

It is proposed that the Transaction will be implemented, inter alia, by means
way of a Scheme of Arrangement between De Beers and De Beers Linked
Unitholders under section 311 of the South African Companies Act, under which
SchemeScheme of Arrangement, if successfully implemented, the following will
take place:


  * De Beers RSA will purchase from each De Beers Linked Unitholder
    (including Anglo American, CHL and Debswana) part of their respective
    holdings of De Beers RSA Shares, in consideration for which De Beers RSA
    will distribute to each De Beers Linked Unitholder, on a pro rata basis,
    on a pro rata basis (130.4) million of the (144.3) million Anglo American
    Shares then held by De Beers;

  * following the purchase of De Beers RSA Shares, the balance of the De
    Beers RSA Shares held by De Beers Public Linked Unitholders will be
    cancelled; and

  * in consideration for such cancellation and the surrender delivery to De
    Beers RSA of the relevant De Beers Linked Unit Certificates, the De Beers
    Public Linked Unitholders will receive additional Anglo American Shares
    such that they receive, when taken together with Anglo American Shares
    received on the purchase of De Beers RSA Shares described above, 0.43
    Anglo American Shares for each Linked Unit held and US$14.40 in cash for
    each Linked Unit held (excluding the De Beers final combined dividend for
    the year ended 31 December 2000).

The Scheme of Arrangement will be subject to, amongst other matters, the
approval of a majority representing at least 75 per cent. of the votes
exercised by De Beers Public Linked Unitholders attending and voting at the De
Beers Scheme of Arrangement meeting and the sanction of the Scheme of
Arrangement by the High Court of South Africa. The Transaction will also be
subject to other conditions described in section 10 below.

The aggregate cash payment, in addition to the final De Beers dividend, due to
De Beers Public Linked Unitholders will amount to approximately US$(3,464)
million and will be funded by DBI out of funds drawn down under credit
facilities to be entered into for this purpose, as described in Section 11
below.

If the Transaction does not complete by after 30 June 2001, interest will
accrue on the cash consideration of US$14.40 per De Beers Linked Unit at the
London interbank offered rate from 1 July 2001 to the date of completion.

Appropriate arrangements will be made for De Beers' Beers' optionholders
taking into account the consideration to be offered to De Beers Public Linked
Unitholders.

Following completion of the Transaction, Anglo American'sAmerican's, CHL's
CHL's and Debswana's Debswana's interests in De Beers RSA and De Beers AG will
be held by DBI. The value of the contributions made by Anglo American and
Debswana will exceed the amounts necessary for Anglo American and Debswana to
finance their agreed participations in DBI. Consequently, in addition to the
Anglo American Shares to which they it will become entitled under the De Beers
Scheme of Arrangement, Anglo American will receive from DBI a net cash payment
of US$(943) million and preference shares in DBI having a redemption value of
US$(701) million. In addition to the (* ) (6.5) million Anglo American Shares
it will receive on the pro rata pro-rata distribution by De Beers, Debswana
will receive a further (* ) (0.6) million Anglo American Shares and preference
shares in DBI having a redemption value of US$(156) million.


9.     Cancellation of shares and bonus issue

Upon completion of the Transaction, (40.8) million Anglo American Shares,
((approximately 10.20) per cent. of Anglo American's American's issued share
capital), representing from Anglo American's American's pro rata entitlement
to the Anglo American Shares to be distributed by De Beers, will be cancelled.
Anglo American will then make a bonus issue of Anglo American Shares such that
Anglo American Shareholders (including former De Beers Linked Unitholders)
will receive, in total, three new Anglo American Shares for each existing
Anglo American Share then held.


10. Conditions to the Transaction

Approval for the Transaction has been granted by the South African Reserve
Bank. However, this announcement does not constitute an offer or a statement
of a firm intention to make an offer for De Beers as submission of the
proposals to De Beers Linked Unitholders is subject to the fulfilment of
certain pre-conditions, including:


  * the underwriting of DBI's senior credit facilities, as described in
    section 11 below, becoming unconditional;

  * agreement between DBI and De Beers on the detailed mechanics of
    implementing the Transaction and related documentation; and

  * confirmation by the South African Revenue Services of the tax treatment
    of a number of steps under the Transaction.

The Transaction, as submitted to the De Beers Linked Unitholders, will also be
subject to satisfaction of other conditions, including:


  * approval by Anglo American Public Shareholders;

  * approval by De Beers Public Linked Unitholders;

  * the sanction of the De Beers Scheme of Arrangement by the High Court of
    South Africa; and

  * competition and other regulatory approvals and tax clearances.

The proposed cancellation and bonus issue of Anglo American Shares is subject
to obtaining relevant approvals.


10. Funding of the Transaction

Dresdner Bank Luxembourg S.A. and UBS AG have agreed, pursuant to a commitment
letter, subject to the satisfactory completion of due diligence and financing
documentation, and other customary conditions, to underwrite senior credit
facilities consisting of a term loan facility of an amount no greater than
US$3.3 billion (with a maturity of five years), a short term bridge facility
of an amount together with the amount of the term loan facility of US$4,.375 4
billion, and a revolving facility of US$1.00 billion (with a maturity of five
years).

In addition, Anglo American and Debswana will hold 10 year, 10 per cent.,
cumulative redeemable preference shares in DBI in the aggregate amount of
US$0.92857 billion million, redeemable in four equal instalments in the years
2007 to 2010 inclusive, subject to early redemption in certain circumstances.

Following completion of the Transaction, the revolving facility of US$1.00
billion will be available to De Beers to finance its operational activities.


12. Anglo American Directoratedirectorate

As stated in its listing prospectus in 1999, Anglo American is rapidly
evolving. In July 2000, the roles of Chairman and Chief Executive were
separated: Mr A.J. Trahar was appointed Chief Executive with Mr J. Ogilvie
Thompson continuing as non-executive Chairman.

As indicated in the prospectus, at the Annual General Meeting in May 2001, Mr
L. Boyd and Mr M.W. King will be retiring as Vice Chairmen and as directors.
The Board will propose the election as directors at the May 2001 Annual
General Meeting of Mr B.E. Davison, Chief Executive of Anglo American
Platinum, and Mr W.A. Nairn, Group Technical Director, thereby maintaining a
strong management team.

Mr N.F. Oppenheimer intends to resign as a Deputy Chairman on the conclusion
completion of the Transaction but will continue as a non-executive director.
Sir Chippendale Keswick, who is also a director of CHL and De Beers, proposes
to resign as a non-executive director.

The Board intends to appoint at least two new independent non-executive
directors in the course of the next twelve months.

'In addition to these changes, Dr C.E. Fay will take Sir Chippendale
Keswick''s place on the Audit Committee and Mr R.J. Margetts will assume the
chairmanship of the Remuneration Committee in place of Sir David Scholey.'

Further changes to the Board will take place at the Annual General Meeting in
2002:


  * As the main objectives of the transformation process of the last four
    years will have been achieved, Mr J. Ogilvie Thompson proposes to retire
    after 12 years as Chairman of Anglo American plc and its predecessor
    companies and from the Board.

  * Viscount Davignon who joined the Board of Minorco (a predecessor
    company) in 1990, and Mr P.S. Wilmot-Sitwell, who joined the Minorco Board
    in 1993, propose to retire after 12 and 9 years' years' service
    respectively.




12. Extraordinary General Meeting of Anglo American Shareholders

    For the reasons set out in section 2 above, the Transaction constitutes a
    related party transaction for the purposes of the UKLA Listing Rules.
    Subject to satisfaction of the pre-conditions to the proposals, referred
    to in section 10 above, a circular explaining the Transaction in more
    detail and containing a notice of the EGM and the recommendation of the
    Independent Committee will be sent to Anglo American Shareholders in due
    course.



    De Beers, CHL and their associates, including those Anglo American
    directors with interests in CHL, holding, in total, approximately (42.6)
    per cent. of the Anglo American Shares in issue, will undertake not to
    vote on any resolutions to be voted on at the EGM involving related party
    transactions, as required by the UKLA Listing Rules.





13. Current trading and dividend forecast

Anglo American will announce its preliminary results for the year ended 31
December 2000 on 14 March 2001. The anticipated outcome for the year ended 31
December 2000 remains in line with management's expectations. The Board will
recommend a final dividend in respect of the year ended 31 December 2000 of
not less than US$(1.20) per Anglo American Share, prior to the bonus issue. De
Beers Linked Unitholders will be entitled to this dividend in respect of the
Anglo American Shares they receive pursuant to the Transaction.


Merrill Lynch International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Anglo
American in connection with the Transaction and for no-one else and will not
be responsible to anyone other than Anglo American for providing the
protections afforded to customers of Merrill Lynch International or for giving
advice in relation to the Transaction.

Cazenove & Co. which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Anglo American in
connection with the Transaction and for no-one else and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to customers of Cazenove & Co. or for giving advice in relation to
the Transaction.

                                  APPENDIX I

               Shareholders' Agreement and Management Contract


1.     Shareholders' Agreement

The Shareholders' Agreement will contain provisions governing the constitution
of the boards of DBI and De Beers and the conduct of their respective
businesses. The DBI board will represent shareholder interests, while the De
Beers board will be responsible for the running of De Beers (subject to
matters requiring the approval of shareholders or their nominated directors)
and will comprise both shareholder representatives, and executive and
non-executive directors appointed by DBI.

Initially, the board of DBI will comprise four nominees of Anglo American,
four nominees of CHL and two nominees of Debswana and the De Beers board will
comprise two directors appointed by each of Anglo American, CHL and Debswana
and the existing directors of De Beers.

For so long as the Management Contract remains in force, CHL will have the
right, following consultation with Anglo American and Debswana, to appoint on
behalf of DBI up to ten executive and non-executive directors to the De Beers
board (provided that the majority are executive directors), including the
managing director, and also to fill the other key De Beers executive
positions. Otherwise, the appointment of De Beers' Beers' directors, other
than shareholder representatives, will require a supermajority approval (two
two-thirds majority) of the board of DBI or its shareholders.

Anglo American, CHL and Debswana will agree not to compete with the business
of De Beers, except where they have a pre-existing competing business, and
will be restricted from soliciting the employment of senior managers of De
Beers.

Ordinary shares in DBI may not be disposed of within four years of completion
of the Transaction. Thereafter, disposal will be subject to pre-emption by the
other shareholders of DBI.


2.     Management Contract

A management contract will also be entered into between De Beers, DBI and CHL
which has regard to the unique understanding, knowledge, expertise and
connections available to CHL in relation to the diamond industry. Under the
management contract, CHL will contribute to the strategic development and
growth of DBI and to general marketing initiatives and relationships with key
customers and suppliers. In addition, CHL will be responsible for the
appointment of senior executives and directors of De Beers. CHL will receive
management and incentive fees of between US$5.0 million and US$15.0 million
per annum, based on the attainment of certain performance criteria, in respect
of each of the years 2001 to 2007 inclusive.

DBI has the right to terminate the Management Contract on 12 months' written
notice given at any time after the seventh anniversary of completion of the
Transaction and Anglo American will have the right to require DBI to give such
notice (subject to prior consultation with Debswana). In addition, the
Management Contract will also terminate automatically if CHL ceases to hold at
least 25 per cent. of the ordinary shares of DBI.


                                 APPENDIX II

                              Sources and Bases


 1. The consideration of US$(423.17), which each De Beers Public Linked
    Unitholder will receive in respect of each De Beers Linked Unit, expressed
    in South African RandRandrand (''ZAR'') terms as ZAR(338340.0018), is
    based on a ZAR US$ to ZAR US$ exchange rate of (7.87008800), the Noon
    Buying Rate in the City of New York for cable transfers as announced by
    the Federal Reserve Bank of New York for customs purposes (the ''Noon
    Buying Rate'') on (* ) 14 February 2001, being the last day prior to this
    announcement.

 2. The consideration of US$(4243.17) is based on an Anglo American Share price
    of US$64.58(62.26), which is the official closing price (being the
    weighted average price of the closing range of automatic trades) of an
    Anglo American Share of GBP(42.6044.30) as quoted on the London Stock
    Exchange on 14 (* ) February 2001, being the last day prior to this
    announcement, converted to US$ at a US$ to GBP exchange rate of (* ),
    1.4578, being the Noon Buying Rate on such date.

 3. The price of a De Beers' Linked Unit on (* ) 14 February 2001, the last
    business day prior to this announcement, of US$(* ), $40.56, is based on
    the ruling price of a De Beers' Linked Unit of ZAR319.60(* ) as quoted on
    the Johannesburg Securities Exchange on (* ) 14 February 2001, converted
    to US$ at a ZAR to US$ exchange rate of (* ), 7.8800, being the Noon
    Buying Rate on such date.


                                 APPENDIX III


                                 Definitions


'Anglo American'   Anglo American plc and its subsidiary undertakings and where
                   the context permits, any of them plc or, where the context
                   permits, a member of the Anglo American Group

''Anglo American   Anglo American Shareholders other than De Beers and its
Public             Associates, CHL and its associates and those directors of
Shareholders''     Anglo American who, by virtue of their interests in CHL, are
                   related parties for the purposes of the UKLA Listing Rules

'Anglo American    holders of Anglo American Shares
Shareholders'

'Anglo American    ordinary shares of US$0.50 each in the capital of Anglo
Shares'            American

'Associates'       Has has the meaning given to it in the UKLA Listing Rules

''Board''          the board of directors of Anglo American

'CHL'              Central Holdings Limited, a company incorporated as a
                   societe anonyme under the laws of Luxembourg

'DBI'              DB Investments, a company incorporated as a societe anonyme
                   under the laws of Luxembourg, which will, following
                   completion of the Transaction, wholly own De Beers and be
                   owned by Anglo American, CHL and Debswana in the ratio of
                   45:45:10 respectively

'De Beers' or 'the De Beers RSA and De Beers AG and their respective subsidiary
De Beers Group'    undertakings and, where the context permits, any of them

'De Beers AG'      De Beers Centenary AG, a company incorporated under the laws
                   of Switzerland

''De Beers AG      depository depositary receipts issued by Centenary
Depositary         Depository Depositary AG in respect of Centenary Units, each
Receipts''         unit comprising ordinary shares in De Beers AG and one
                   participation certificate in Centenary Holdings

''De Beers Linked  holders of De Beers Linked Units
Unitholders' '
'De Beers Linked   linked units (each representing a De Beers RSA Share and De
Units'             Beers AG Depositary Receipt tradeable as a single unit) and
                   any further such linked units which are unconditionally
                   allotted or issued before the operative date of the De Beers
                   Scheme of Arrangement

'De Beers Public   De Beers Linked Unitholders other than Anglo American, CHL,
Linked             Debswana or DBI
Unitholders'
''De Beers RSA''   De Beers Consolidated Mines Limited, a company incorporated
                   under the laws of South Africa

'De Beers RSA      linked deferred shares of ZAR(0.05) each in the capital of
Shares'            De Beers RSA

''Debswana''       Debswana Diamond Company (Proprietary) Limited, a company
                   incorporated under the laws of Botswana

''DTC''            the Diamond Trading Company Limited, a company incorporated
                   under the laws of England and Wales

''EGM''            the Extraordinary General Meeting of Anglo American to be
                   convened for the purposes of obtaining the approval of Anglo
                   American Public Shareholders for the Transaction

'Independent       the Committee of the Board constituted for the purposes of
Committee'         the Transaction and consisting of R.J. Margetts (chairman),
                   A.J. Trahar. L Boyd. M.W. King, J.W. Campbell, A.W. Lea,
                   Viscount Davignon, Dr C.E. Fay, R.M. Godsell and P.S.
                   Wilmot-Sitwell.

'Linked Unit       certificates representing Linked Deferred De Beers RSA
Certificates'      Shares of US$0.05 each of De Beers RSA and a like number of
                   De Beers AG Depository Depositary Receipts

'London Stock      London Stock Exchange plc
Exchange'
''Management       the agreement to be entered into between DBI, De Beers and
Contract''         CHL relating to the management of De Beers, the principal
                   terms of which are summarised in Appendix I

''Namdeb''         Namdeb Diamond Corporation (Proprietary) Limited, a company
                   incorporated in under the laws of Namibia.

'Scheme of         the scheme of arrangement to be proposed between De Beers
Arrangement'       RSA and holders of De Beers Linked Units in terms of section
                   311 of the South African Companies Act on the terms and
                   subject to the conditions to be set out in the scheme
                   document including, where the context so requires, any
                   subsequent revision or variation of the scheme of
                   arrangement

''Shareholders'    the agreement to be entered into between Anglo American,
'Shareholders'     CHL, Debswana and DBI relating to the interests of Anglo
Agreement''        American, CHL and Debswana in DBI, the principal terms of
                   which are summarised in Appendix I

'Transaction'      the series of interrelated steps summarised in this
                   announcement which are to be implemented, inter alia,
                   pursuant to the De Beers Scheme of Arrangement

''UKLA Listing     the Listing Rules of the Financial Services Authority in its
Rules''            capacity as competent authority under the Financial Services
                   Act 1986





END